Common use of EXPENSES OF THE FUND NOT PAID BY THE ADVISER Clause in Contracts

EXPENSES OF THE FUND NOT PAID BY THE ADVISER. The Adviser will not be required to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreement: (a) any and all expenses, taxes and governmental fees incurred by the Trust or the Fund prior to the effective date of this Agreement; (b) without limiting the generality of the foregoing clause (a), the expenses of organizing the Trust and the Fund (including without limitation, legal, accounting and auditing fees and expenses incurred in connection with the matters referred to in this clause (b), of initially registering shares of the Trust under the Securities Act of 1933, as amended, and of qualifying the shares for sale under state securities laws for the initial offering and sale of shares; (c) the compensation and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1000 Xxx) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Fund other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses of the Fund (including an allocable portion of the cost of its employees rendering such services to the Fund); (e) the fees and disbursements of custodians and depositories of the Fund's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Fund's assets and payable by the Fund; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Fund; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Fund; and (j) insurance premiums on fidelity, errors and omissions and other coverages.

EXPENSES OF THE FUND NOT PAID BY THE ADVISER. The Adviser will not be required to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreement: (a) any and all expenses, taxes and governmental fees incurred by the Trust or the Fund prior to the effective date of this Agreement; (b) without limiting the generality of the foregoing clause (a), the expenses of organizing the Trust and the Fund (including without limitation, legal, accounting and auditing fees and expenses incurred in connection with the matters referred to in this clause (b), of initially registering shares of the Trust under the Securities Act of 1933, as amended, and of qualifying the shares for sale under state securities laws for the initial offering and sale of shares; (c) the compensation and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1000 0000 Xxx) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Fund other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses of the Fund (including an allocable portion of the cost of its employees rendering such services to the Fund); (e) the fees and disbursements of custodians and depositories of the Fund's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Fund's assets and payable by the Fund; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Fund; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Fund; and (j) insurance premiums on fidelity, errors and omissions and other coverages.

EXPENSES OF THE FUND NOT PAID BY THE ADVISER. The Adviser will not be required to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreement: (a) any and all expenses, taxes and governmental fees incurred by the Trust or the Fund prior to the effective date of this Agreement; (b) without limiting the generality of the foregoing clause (a), the expenses of organizing the Trust and the Fund (including without limitation, legal, accounting and auditing fees and expenses incurred in connection with the matters referred to in this clause (b), of initially registering shares of the Trust under the Securities Act of 1933, as amended, and of qualifying the shares for sale under state securities laws for the initial offering and sale of shares; (c) the compensation and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1000 Xxx) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Fund other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses of the Fund (including an allocable portion of the cost of its employees rendering such services to the Fund); (e) the fees and disbursements of custodians and depositories of the Fund's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Fund's assets and payable by the Fund; (g) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Fund; (h) brokers' commissions and underwriting fees; (i) the expense of periodic calculations of the net asset value of the shares of the Fund; and (j) insurance premiums on fidelity, errors and omissions and other coverages.

EXPENSES OF THE FUND NOT PAID BY THE ADVISER. The Adviser will not be required to pay any expenses which this Agreement does not expressly make payable by it. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will not be required to pay under this Agreement: (a) any and all expenses, taxes and governmental fees incurred by the Trust or the Fund prior to the effective date of this Agreement; (b) without b)without limiting the generality of the foregoing clause (a), the expenses of organizing the Trust and the Fund (including without limitation, legal, accounting and auditing fees and expenses incurred in connection with the matters referred to in this clause (b), of initially registering shares of the Trust under the Securities Act of 1933, as amended, and of qualifying the shares for sale under state securities laws for the initial offering and sale of shares; (c) the c)the compensation and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1000 0000 Xxx) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Fund other than through the Adviser; (d) legald)legal, accounting, financial management, tax and auditing fees and expenses of the Fund (including an allocable portion of the cost of its employees rendering such services to the Fund); (e) the e)the fees and disbursements of custodians and depositories of the Fund's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes f)taxes and governmental fees assessed against the Fund's assets and payable by the Fund; (g) the g)the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to shareholders of the Fund; (h) brokers' commissions and underwriting fees; (i) the i)the expense of periodic calculations of the net asset value of the shares of the Fund; and (j) insurance j)insurance premiums on fidelity, errors and omissions and other coverages.

EXPENSES OF THE FUND NOT PAID BY THE ADVISER. The Adviser will shall not be required to pay any expenses which this Agreement does not expressly make state will be payable by itthe Adviser. In particular, and without limiting the generality of the foregoing but subject to the provisions of Section 3, the Adviser will shall not be required to pay the fee to the Manager under this the Management Agreement, any other Trust or Fund expense or to reimburse the Manager for any such expense that the Manager is required to pay. Expenses payable by the Fund include without limitation: (ai) any interest and all expenses, taxes and governmental fees incurred by the Trust or the Fund prior to the effective date of this Agreementtaxes; (bii) without limiting the generality of the foregoing clause (a)brokerage commissions, the expenses of organizing the Trust mxxx-ups and the Fund (including without limitationmxxx-xxxxx, legal, accounting and auditing fees and expenses incurred other costs in connection with the matters referred purchases or sale of securities and other financial instruments; (iii) insurance premiums for fidelity and other insurance coverage requisite to in this clause its operations; (b)iv) compensation and expenses of its trustees other than those affiliated with the Manager or the Adviser; (v) legal, audit, bookkeeping, pricing, valuation, transfer and sub-transfer agent, dividend disbursing agent, administration and accounting expenses; (vi) custodian, sub-custodian and shareholder servicing agent fees and expenses; (vii) expenses incidental to the redemption of initially registering its shares; (viii) expenses incident to the issuance of its shares against payment therefor by or on behalf of the Trust subscribers thereto, including printing of stock certificates; (ix) fees and expenses incident to the registration under the Securities Act of 1933, as amended, and of qualifying the shares for sale 1933 or under any state securities laws for the initial offering and sale of shares; (c) the compensation and expenses of Trustees who are not interested persons (as used in this Agreement, such term shall have the meaning specified in the 1000 Xxx) of the Adviser and of independent advisers, independent contractors, consultants, managers and other unaffiliated agents employed by the Fund other than through the Adviser; (d) legal, accounting, financial management, tax and auditing fees and expenses shares of the Fund (including an allocable portion of for public sale and fees imposed on the cost of its employees rendering such services to Fund under the Fund)1940 Act or incurred in complying therewith; (ex) the fees and disbursements expenses of custodians and depositories of the Fund's assets, transfer agents, disbursing agents, plan agents and registrars; (f) taxes and governmental fees assessed against the Fund's assets and payable by the Fund; (g) the cost of preparing printing and mailing dividendsprospectuses, distributions, reports, reports and notices and proxy materials to shareholders of the Fund; (h) brokers' commissions and underwriting fees; (ixi) the expense of periodic calculations of the net asset value of the shares all expenses incidental to holding meetings of the Fund’s shareholders and the Trust’s Board; (xii) expenses in connection with membership in investment company organizations; (xiii) fees and expenses in connection with registration of the Fund or qualification of its shares under the securities laws of states and foreign jurisdictions; (xiv) the cost of preparing and distributing reports and notices to shareholders, the Commission and other regulatory authorities; and (jxv) insurance premiums on fidelitysuch non-recurring expenses as may arise, errors including actions, suits or proceedings to which the Fund is a party and omissions the legal obligation that the Fund may have to indemnify its officers and other coveragestrustees with respect thereto.